Clearlake Private Markets Fund: $1,000 Minimum, 5.17% Annual Cost

What the fund is, and what it is not

The draft prospectus describes a Delaware statutory trust that “continuously offers its common shares of beneficial interest” and “is operated as an interval fund.” It is a registered closed-end fund, so retail investors can buy it without being accredited (the prospectus contains no accredited-investor requirement), and it will file annual and semi-annual reports like a mutual fund.

The name suggests a way into Clearlake Capital's buyout funds. The prospectus says something different. Its core strategy is “to make secondary investments in private equity funds and continuation vehicles through bespoke, privately negotiated transactions,” buying existing stakes “from other investors in private equity funds … sponsored by unaffiliated managers.” Up to 20% of assets may go to co-investments and up to 10% to primary commitments to funds, and at least 80% of net assets must be in private assets. The adviser is owned by Clearlake Capital Group, which the prospectus says had over $185 billion of assets under management at June 30, 2026, and it will use professionals from Pathway Capital Management, a Clearlake company, under a resource sharing agreement.

Two cautions from the cover page of the prospectus. This is a “blind pool” offering, so shareholders cannot see the investments before they are made. And the fund can borrow: it is limited to 300% asset coverage, which means debt of up to one-third of total assets.

For how other private market funds are priced and sold, see our JPMorgan Private Markets Fund page and our Ares Private Markets Fund page. Those funds have operating histories; this one has none.

Four drafts in five months: what they show

A registration statement is a negotiation with the SEC staff, and each amendment fills in terms. EDGAR lists nine filings by this fund through October 31, 2026: Form N-8A and the original N-2 on May 21, 2026, Forms 40-APP (applications for exemptive relief) and amendments to them on July 16, August 10 and August 13, 2026, and N-2/A amendments on July 24, October 2 and October 26, 2026.

The first two drafts also described share classes S, A and I, but their sales-load wording was bracketed and any intermediary placement fee was limited to a blank percentage of NAV. The October 2 draft introduced the 3.50% Class A load. Anything in the prospectus can still change before it goes effective, which is why this page says “proposed.”

Fees: the table, line by line

All figures below are the fund's own estimates for its first twelve months, “based on estimated expenses of the Fund for the first twelve (12) months of operations” and assuming average net assets of $400 million. A new fund that raises less than that will have a higher cost per dollar, which is what the waiver is for.

Three things stand out.

The waiver. The adviser has agreed, quarter by quarter, to waive fees or reimburse expenses so that total annualized expenses, “excluding any Distribution and Servicing Fee,” do not exceed 3.50% of average daily net assets. That is why every class lands 0.92 points lower: 4.42% minus 3.50% (our arithmetic). The waiver is worth 20.8% of the Class I gross cost and 17.8% of Class S (our arithmetic). The agreement's initial term ends one year from the start of operations or the prospectus effective date, whichever is later. It can be extended for one-year periods only “with the consent of the Adviser and the Fund.” And it is not a gift: after the fund has received at least $200 million in net proceeds from third-party investors, it repays the adviser for waived amounts for up to 36 months, so long as expenses stay under the cap.

The acquired-fund line. The 0.84% covers the underlying funds' management and operating costs. The prospectus says it “does not reflect any performance-based fees or allocations.” It also says the underlying funds “generally charge a management fee of 1.00% to 2.50%, and generally charge between 10% and 30% of net profits as a carried interest allocation.” As an illustration only (our arithmetic, before any hurdle rates): on a 10% gross gain inside an underlying fund, a 10% to 30% carry takes 1.0 to 3.0 points, none of it in the 5.17%.

The borrowing line. The 0.49% assumes the fund borrows 6.44% of its average net assets at an average cost of 7.63%, and 6.44% times 7.63% is 0.49% (our arithmetic). A fund that borrows more costs more.

What it costs per $1,000, in the SEC's own example

The prospectus must show what a $1,000 investment costs over time if it earns 5% a year and expenses stay the same, with the waiver counted for the first year only. These are the fund's numbers, not ours.

Class A starts $28 behind Class S in year one and is still $5 behind at five years, then ends $20 ahead at ten (our arithmetic), because its servicing fee is 0.25% a year against 0.75%. The prospectus says an investor paying the full load “must experience a total net return on its investment of at least 3.63%” to recover it, and 3.50 divided by 96.50 is 3.63% (our arithmetic). At $10,000, the gross annual cost before the waiver is about $517 in Class S and $467 in Class A, plus a $350 load in Class A at the maximum (our arithmetic).

When can you sell? Semi-annual, 5%, and not before 2027

The fund has “adopted a fundamental policy to make semi-annual offers to repurchase between 5% and 25% of its outstanding Shares at NAV,” and “currently expects to offer to repurchase 5%,” the minimum. That is two chances a year, each for about 5% of all shares across all classes.

The start date is the detail most readers will miss: “The Fund expects its first repurchase offer to be made no later than the end of the second full semi-annual period after the date that the Fund’s registration statement becomes effective; for the sake of clarity, if the Fund’s registration statement becomes effective in the fourth quarter of 2026, the first repurchase offer would be made before December 31, 2027.” A buyer could therefore wait up to roughly thirteen months for a first window, and the 2.00% early repurchase deduction applies to shares sold before the one-year anniversary of purchase, first in, first out.

Mechanics, all from the draft: shareholders get notice 21 to 42 days before the request deadline; the price is the NAV on a pricing date no later than 14 days after the deadline; payment follows within seven days. If an offer is oversubscribed, the fund “may, but is not required to,” buy an extra 2% of shares, and otherwise it repurchases on a pro rata basis. As an illustration (our arithmetic): if holders ask to sell 10% of the shares against a 5% offer, each requester is filled about half, and shareholders wait for the next offer for the rest.

Because the fund holds private assets, its daily NAV leans on the managers' own numbers. The prospectus says the fund “expects that it will typically receive quarterly valuations of Private Assets from the Investment Managers within 45-60 days after the end of each quarter,” and may roll a prior quarter's value forward when a statement is late.

The launch incentive: 5.0% extra shares, paid by the adviser

Shares bought from the first day of the public offering until the earlier of May 31, 2027 or $200 million of subscriptions earn “additional Shares equal to 5.0% of the amount of their investment,” issued within thirty business days after that period ends at the then-current NAV. The prospectus says these shares are paid for “from the assets of the Adviser and/or its affiliates (and not the Fund),” and that the adviser can end or change the program before the period closes.

On a $10,000 subscription that is $500 of extra shares at issue value (our arithmetic), roughly what a year of Class S costs after the waiver, and more than the maximum 3.50% Class A load. The prospectus does not say whether the 5.0% is figured before or after the Class A load, and it does not say how the bonus shares are treated under the early repurchase deduction, so those two points are not verified here.

Distributions and taxes

The fund “intends to pay distributions on an annual basis,” with no guarantee, and says they may come from offering proceeds, borrowings or adviser reimbursements, which can be a return of capital. Shareholders receive Form 1099-DIV. The prospectus calls these “simpler tax reports” than those of a traditional unregistered private equity fund of funds. For the tax details, read the prospectus section on material federal income tax considerations or ask a tax professional.

What a reader can do with this

• Do not treat the $1,000 as the price of admission to Clearlake's own deals: the fund is mainly a secondaries buyer using other managers' funds.
• Ask the selling firm which class it offers and what it charges on top. The prospectus says Class S buyers may be required to pay transaction fees or placement fees to their selling agent, in addition to the fund's fees.
• Compare the all-in figure after the waiver ends, not the 3.50% to 4.25% headline: use the 4.42% to 5.17% line, then add the underlying carry.
• Plan on no liquidity for at least the first year, and on selling no more than about 5% of the fund per window across all holders.
• Wait for the effective prospectus. Fees, minimums and the bonus program can change; the document that matters is the final effective prospectus.
• Compare with funds that already report tender results in our evergreen funds comparison, and read our guide to investing in private equity for the other routes.

This is analysis of public documents, not investment, legal or tax advice.

FAQ

All figures are from the filings of Clearlake Private Markets Fund (CIK 2130102) read on EDGAR on October 31, 2026: Form N-2 of May 21, 2026 (accession 0001193125-26-233391) and Forms N-2/A of July 24, October 2 and October 26, 2026 (accessions 0001193125-26-314702, 0001193125-26-412168 and 0001193125-26-430772), plus the fund's EDGAR filing list. Percentages for the waiver's share of cost, the Class A versus Class S cost differences, the carried-interest illustration, the proration example, the borrowing cost and the bonus-share dollar amount are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.